Appointment of Non-Resident/ Foreign Citizen/ Foreign National as a Director

September 30, 2015 by Kamini Goyal

Can a Non-Resident/ Foreign National/ Foreign Citizen become Director of an Indian Company?

Yes, a foreign nationals or foreign citizen or Non-Resident Indians residing abroad can be appointed as a Director on the Board of Indian companies whether public listed or unlisted or private. He may be appointed as Whole Time Director (Executive director) or Non – Whole Time Director (Non – Executive Director).

To become a Director, an individual is required to obtain Digital Signature Certificate (DSC) and Director Identification Number (DIN).

2.

Passport

For applying DIN and DSC, Passport Number is mandatory for Non-residents. Foreign nationals shall select the nationality as declared in the passport. The above documents are required to be certified by the Indian Embassy or apostil led by notary in the home country of the applicant.

Note:

Permanent Account Number (PAN) from the Indian Income Tax department is not compulsory required from Non-Residents.

Resident Director under Companies Act 2013: –

Section 149(3) of Companies Act 2013 provides that every Company shall have at least one Director who has stayed in India for a total period of not less than 182 days in the previous calendar year.

Even a Non- Resident can act as Resident Director of the Company provided he has stayed in India for more than 182 days in the previous calendar year.

As per point (e) of Part 1 of Schedule V to Companies Act 2013 , a MD or WTD or Manager of company shall be a resident of India. If you wish to appoint an NRI as an MD, you need to make an application to Central Government.

The share which a foreigner can hold in a private limited company depends on, in which sector the Company is operating. You can check the same from the Consolidated FDI Policy along with the amendments.
Regarding the second query, there is no restriction on appointment of foreigner director.

Dear sir, Namaskar! I am a Russian citizen, having O.C.I. card, residing in India for 5 years 6 month continuously. I have PAN card, Aadhar card, Bank Statement. My husband (Indian citizen) and I want to incorporate PVT. LTD. Company. But i am confused at one place whether I should file MoA and AoA physically signed and attached in attachment column of INC-32 or should submit through linked form INC-33,34. Thank You in advance with regard.

If the number of subscribers to MOA are less than 7, the documents are to be filed through linked forms i.e. e-MOA and e-AOA. However, if the number of subscribers to MOA are more than 7, then the documents have to be submitted in physical form.

The MD of the company is Indian Citizen and Resident Indian at the time of his appointment. Can he subsequent to his appointment as MD relocate to the overseas office of the Indian company, thereby becoming non-resident and still continue as the MD of Indian company?